Hargreaves Lansdown plc (HL.) Ordinary 0.4p

Important - as explained below, if electing for the unlisted share alternative you must provide your passport number, city of birth and occupation in the ‘further details’ box below. If you give an election without the required KYC data it will be rejected and you will instead receive the cash payment.  

Harp Bidco Limited has made an offer to acquire Hargreaves Lansdown plc for £11.40 per share, comprising:

(a) £11.10 in cash at completion of the proposed acquisition; and
(b) For shareholders as of the end of 2 October 2024 only, the full-year dividend of 30p per share, which was paid on 1 November 2024. 

The offer has been approved by shareholders and the FCA and now just needs approval at a Court Hearing on 18 March 2025. If approved, the effective date for the takeover is expected to be 24 March 2025.

If the takeover completes and you take no action (and you do not sell your shares in the meantime), you will automatically receive the £11.10 per share cash payment on or around 7 April 2025.

Alternative unlisted share offer - deadline noon Tuesday 11 March 2025

As an alternative to the £11.10 cash consideration, you can elect for unlisted rollover loan notes in respect of some or all of your shares which, subject to implementation of certain rollover steps, will ultimately be exchanged for unlisted rollover shares. This alternative is referred to as the ‘Alternative Offer’. Details of the Alternative Offer, including the rights attaching to the unlisted rollover shares, are set out in the Scheme Document. An election for the Alternative Offer will not impact shareholders’ eligibility in relation to the full-year dividend.

The independent Hargreaves Lansdown plc directors have recommended the cash offer of £11.40 per share but have not made any recommendation in relation to the Alternative Offer.

If you are interested in electing for the Alternative Offer, it is important that any decision is based on independent financial, tax and legal advice and full consideration of the Scheme Document (together with the related documents referred to therein). This includes the summary of the unlisted rollover securities set out in Part IV of the Scheme Document and the estimate of value of the unlisted rollover securities provided by Goldman Sachs, in its capacity as financial adviser to Harp Bidco Limited, and related assumptions, qualifications and caveats set out in Part X of the Scheme Document. You are strongly encouraged to pay attention to the disadvantages and advantages of the Alternative Offer set out in paragraph 14 of Part I of the Scheme Document and the risk factors and other investment considerations set out in paragraph 4 of Part II of the Scheme Document.

Shareholders should note that, due to certain restrictions on elections set out in the Scheme Document, there can be no certainty as to the number of unlisted rollover securities that they would receive. Further details on these restrictions are set out in the Scheme Document and should be considered in full before any election is made.

The rollover shares will not be a qualifying ISA investment. Any such shares received in an ISA would therefore need to be removed within 30 days.

Removing shares from an ISA means they will lose their ISA status and their value cannot be reinstated. Any subsequent gains made on a future disposal may give rise to a capital gains tax liability.

Removing these shares from a Lifetime ISA would be classed as an unlisted withdrawal and would therefore be subject to the 25% government withdrawal charge. This would be calculated based on the £11.10 per share cash value of the offer.

How to elect for the Alternative unlisted share offer 

If you would like to receive the cash consideration of £11.10 per share, you do not need to take any action and do not need to follow the steps below.

If you would like to elect to receive the unlisted share alternative instead of the cash, please follow the steps below:

1. Read the full terms, conditions and risk factors associated with the unlisted share offer in the Scheme Document which is available at https://www.hl.co.uk/investor-relations/offer. 

2. Give an election below confirming the number of HL shares that you wish to swap for the unlisted shares. In the ‘further details’ box below please supply your passport number, city of birth and occupation which is needed to complete the KYC data required.

By giving an election for the unlisted shares below you agree to the following:

 That you have read and understood full terms, conditions and risk factors associated with the unlisted share offer set out in the Scheme Document and that any decision is based on that information and not the very high-level summary provided here.

 That you authorise Hargreaves Lansdown to pass certain ‘know your client’ (KYC) data onto the offeror and their advisers, including your: name, address, date and place of birth, email address, phone number, occupation and passport / national identity number.

 That you agree to the offeror’s agent (TMF Group) GDPR terms and conditions which are provided in the KYC form which is available at https://www.hl.co.uk/investor-relations/offer.  

We need to receive your election and required KYC data before noon on 11 March 2025. If you give an election without the required KYC data it will be rejected and you will instead receive the cash payment.  

This is not personal advice and is a very high-level summary only. You are strongly recommended to seek your own independent financial, tax and legal advice before deciding whether to elect for the Alternative Offer.

Details of this event will be sent to Qualifying Hargreaves Lansdown clients by either post or secure message. Please note that any instruction you give must be based on the full details provided in the Scheme Document and not on the summary information outlined above.